SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

         For the thirteen weeks ended March 31, 2001
                                      --------------

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

                          Commission File Number 1-5084
                                                 ------

                              TASTY BAKING COMPANY
-------------------------------------------------------------------------------
               (Exact name of company as specified in its charter)

        Pennsylvania                                  23-1145880
-------------------------------------------------------------------------------
  (State of Incorporation)               (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
-------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
-------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)

Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

               Yes X                                    No
                  ---                                     --------

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

               Yes                                      No
                  --                                      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

  Common Stock, par value $.50                                7,974,769
--------------------------------------------------------------------------------
        (Title of Class)                             (No. of Shares Outstanding
                                                          at May 14, 2001)

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                           Page


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Condensed Balance Sheets
              March 31, 2001 and December 30, 2000...........................3

              Consolidated Condensed Statements of Operations
              Thirteen weeks ended March 31, 2001 and March 25, 2000.........4

              Consolidated Condensed Statements of Cash Flows
              Thirteen weeks ended March 31, 2001 and March 25, 2000.........5

              Notes to Consolidated Condensed Financial Statements...........6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations..........................7-8

Item 3.       Quantitative and Qualitative Disclosure
              About Market Risk..............................................8

PART II.      OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds...........................9

Item 6.  Exhibits and Reports on Form 8-K....................................9

Signature...................................................................10











                                  Page 2 of 10
<PAGE>

 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
<TABLE>
<CAPTION>
                                             TASTY BAKING COMPANY AND SUBSIDIARIES
                                             CONSOLIDATED CONDENSED BALANCE SHEETS
                                                          (unaudited)

-----------------------------------------------------------------------------------------------------------------------------
                                                                              March 31, 2001              December 30, 2000
-----------------------------------------------------------------------------------------------------------------------------
 Current assets:
<S>                                                                               <C>                            <C>
       Cash                                                                       $ 65,505                       $ 311,242
       Accounts and notes receivable, net of
         allowance for doubtful accounts                                        24,843,322                      20,771,853
       Inventories:
             Raw materials                                                       4,231,606                       3,433,599
             Work in progress                                                      731,508                         705,380
             Finished goods                                                      2,257,596                       1,791,570
                                                                   --------------------------------------------------------
                                                                                 7,220,710                       5,930,549
       Deferred income taxes, prepayments and other                              3,299,315                       3,518,928
                                                                   --------------------------------------------------------
             Total current assets                                               35,428,852                      30,532,572
                                                                   --------------------------------------------------------
 Property, plant and equipment:                                                180,065,317                     178,302,048
       Less accumulated depreciation                                           120,336,538                     118,487,509
                                                                   --------------------------------------------------------
                                                                                59,728,779                      59,814,539
                                                                   --------------------------------------------------------
 Long-term receivables                                                          10,044,489                       9,652,433
                                                                   --------------------------------------------------------
 Deferred income taxes                                                           8,533,257                       8,533,257
                                                                   --------------------------------------------------------
 Spare parts inventory and miscellaneous assets                                  3,779,198                       3,659,416
                                                                   --------------------------------------------------------
 Total assets                                                                $ 117,514,575                    $112,192,217
                                                                   ========================================================
 Current liabilities:
       Current obligations under capital leases                                  $ 212,353                       $ 216,820
       Notes payable, banks                                                      2,750,000                       2,200,000
       Accounts payable                                                          7,253,024                       5,385,864
       Accrued liabilities                                                       6,578,599                       7,255,765
                                                                   --------------------------------------------------------
          Total current liabilities                                             16,793,976                      15,058,449
                                                                   --------------------------------------------------------
 Long-term debt, less current portion                                           14,000,000                      13,000,000
                                                                   --------------------------------------------------------
 Long-term obligations under capital leases,
       less current portion                                                      3,826,978                       3,842,904
                                                                   --------------------------------------------------------
 Accrued pensions and other liabilities                                         11,500,889                      11,728,847
                                                                   --------------------------------------------------------
 Postretirement benefits other than pensions                                    18,467,011                      18,388,339
                                                                   --------------------------------------------------------
 Shareholders' equity:
       Common stock                                                              4,558,243                       4,558,243
       Capital in excess of par value of stock                                  29,404,220                      29,742,434
       Retained earnings                                                        33,529,908                      32,351,894
                                                                   --------------------------------------------------------
                                                                                67,492,371                      66,652,571
       Less:
       Treasury stock, at cost                                                  14,214,612                      16,106,361
       Management Stock Purchase Plan
             receivables and deferrals                                             352,038                         372,532
                                                                   --------------------------------------------------------
                                                                                52,925,721                      50,173,678
                                                                   --------------------------------------------------------
 Total liabilities and shareholders' equity                                  $ 117,514,575                    $112,192,217
                                                                   ========================================================

                            See accompanying notes to consolidated condensed financial statements.
</TABLE>

                                                            3 of 10


<PAGE>

<TABLE>
<CAPTION>
                                         TASTY BAKING COMPANY AND SUBSIDIARIES
                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                      (unaudited)


---------------------------------------------------------------------------------------------------------------------
                                                                           For the Thirteen Weeks Ended
                                                                 March 31, 2001           March 25, 2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                        <C>
 Gross Sales                                                              $65,655,374                $61,147,760
 Less discounts and allowances                                            (23,261,285)               (20,804,414)
                                                                 ----------------------------------------------------
 Net Sales                                                                 42,394,089                 40,343,346
                                                                 ----------------------------------------------------
 Costs and expenses:
       Cost of sales                                                       26,413,844                 25,997,012

       Depreciation                                                         1,849,030                  1,862,367

       Selling, general and
          administrative                                                   10,732,086                  9,323,427

       Interest expense                                                       282,042                    335,051

       Other income, net                                                     (318,151)                  (306,360)
                                                                 ----------------------------------------------------
                                                                           38,958,851                 37,211,497
                                                                 ----------------------------------------------------

 Income before provision for
       income taxes                                                         3,435,238                  3,131,849

 Provision for income taxes                                                 1,315,787                  1,109,333
                                                                 ----------------------------------------------------

 Net income                                                               $ 2,119,451                $ 2,022,516
                                                                 ====================================================


 Average common shares outstanding:
            Basic                                                           7,902,402                  7,823,210
            Diluted                                                         8,022,865                  7,823,210

 Per share of common stock:

 Net income:
            Basic                                                               $0.27                      $0.26
                                                                 =====================    =======================
            Diluted                                                             $0.26                      $0.26
                                                                 =====================    =======================

       Cash dividend                                                            $0.12                      $0.12
                                                                 =====================    =======================

                        See accompanying notes to consolidated condensed financial statements.
</TABLE>




                                                        4 of 10


<PAGE>

<TABLE>
<CAPTION>
                                           TASTY BAKING COMPANY AND SUBSIDIARIES
                                      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                        (unaudited)



--------------------------------------------------------------------------------------------------------------------------
                                                                                   For the Thirteen Weeks Ended
                                                                         March 31, 2001                    March 25, 2000
--------------------------------------------------------------------------------------------------------------------------
 Cash flows from (used for) operating activities
<S>                                                                         <C>                               <C>
       Net income                                                           $ 2,119,451                       $ 2,022,516
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation                                                       1,849,030                         1,862,367
           Amortization                                                          15,939                            16,887
           Other                                                                530,691                           427,811
       Changes in assets and liabilities
        affecting operations                                                 (3,952,023)                       (3,311,425)
                                                              ------------------------------------------------------------

       Net cash from operating activities                                       563,088                         1,018,156
                                                              ------------------------------------------------------------

 Cash flows from (used for) investing activities
       Purchase of property, plant and equipment                             (1,763,269)                       (2,749,240)
       Proceeds from owner/operators' loan repayments                           782,552                         1,108,800
       Loans to owner/operators                                              (1,174,608)                       (1,013,871)
       Other                                                                      9,554                             7,929
                                                              ------------------------------------------------------------

       Net cash used for investing activities                                (2,145,771)                       (2,646,382)
                                                              ------------------------------------------------------------

 Cash flows from (used for) financing activities
       Additional long-term debt                                              1,000,000                         2,000,000
       Dividends paid                                                          (941,437)                         (938,802)
       Payment of long-term debt                                                (20,393)                       (2,047,889)
       Net increase in short-term debt                                          550,000                         2,350,000
       Net proceeds from sale of common stock                                   748,776                                 -
                                                              ------------------------------------------------------------

       Net cash from financing activities                                     1,336,946                         1,363,309
                                                              ------------------------------------------------------------

       Net decrease in cash                                                    (245,737)                         (264,917)

       Cash, beginning of year                                                  311,242                           705,494
                                                              ------------------------------------------------------------

       Cash, end of period                                                     $ 65,505                         $ 440,577
                                                              ============================================================


       Supplemental Cash Flow Information:
       Cash paid during the period for:
           Interest                                                           $ 273,219                         $ 298,727
                                                              ============================================================
           Income taxes                                                       $ 798,400                       $ 1,973,925
                                                              ============================================================
       Noncash financing activities:
           Issuance of common stock for services                              $ 804,759                                 -
                                                              ============================================================

                           See accompanying notes to consolidated condensed financial statements.
</TABLE>




                                                          5 of 10

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




1.     Interim Financial Information
       -----------------------------
       In the opinion of management,  the  accompanying  unaudited  consolidated
       condensed  financial  statements  contain all adjustments  (consisting of
       only normal recurring accruals) necessary to present fairly the financial
       position of the company as of March 31, 2001 and December  30, 2000,  the
       results of its operations for the thirteen weeks ended March 31, 2001 and
       March 25, 2000 and cash flows for the thirteen weeks ended March 31, 2001
       and March 25, 2000.  These  unaudited  consolidated  condensed  financial
       statements should be read in conjunction with the consolidated  financial
       statements  and footnotes  thereto in the company's 2000 Annual Report to
       Shareholders.  In addition,  the results of  operations  for the thirteen
       weeks ended March 31, 2001 are not necessarily  indicative of the results
       to be expected for the full year.

       Certain  expense items are charged to  operations  in the year  incurred.
       However,  for interim  reporting  purposes  the  expenses  are charged to
       operations on a pro-rata basis over the company's accounting periods. For
       the  thirteen  weeks  ended  March  31,  2001 and  March  25,  2000,  the
       difference  between the actual expenses incurred and the expenses charged
       to operations was not material.

2.     Net Income Per Common Share
       ---------------------------
       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year. The company's  dilutive  potential common shares outstanding during
       the year result  entirely from dilutive stock options.  Potential  common
       shares,  which would result from the exercise of stock  options,  are not
       included  in the  computation  of  diluted  per  share  amounts  when the
       options'  exercise  price is greater than the average market price of the
       common shares.

3.     New Accounting Standards
       ------------------------
       Statement  of  Financial   Accounting   Standards  133,  "Accounting  for
       Derivatives"'  as amended by SFAS 137 and SFAS 138  became  effective  in
       January 2001. This  pronouncement did not have an impact on the company's
       consolidated  results of operations,  financial  position,  cash flows or
       disclosure  requirements.  The company has not  entered  into  derivative
       financial instruments or hedging arrangements.



                                     6 of 10

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations
              -----------------------------------------------------------

Results of Operations
---------------------

Net income for the first quarter of 2001 was  $2,119,451 or $.26 per share.  Net
income for the first quarter of 2000 was $2,022,516 or $.26 per share.  However,
during the first  quarter of 2001,  the $14.00 and $16.00  stock  price  targets
pertaining  to the 1999  conditional  stock grant were  achieved and a resulting
pre-tax  charge of $805,000 of  compensation  expense  was  recorded.  While the
company  anticipated  achieving  the $14.00 per share price  target in the first
quarter,  it did not  anticipate  achieving the $16.00 per share price target in
the same  quarter,  and as a result the first  quarter 2001 was impacted by $.03
per share.  Therefore,  without the additional expense related to the $16.00 per
share price target,  net income per share would have been $.29. The  achievement
of the $16.00 target completes the 1999 conditional stock grant.

For the first quarter,  gross sales increased 7.4% to  $65,655,374,  compared to
$61,147,760  last year.  The increase in gross sales was primarily the result of
price  increases  instituted  at the end of the fourth  quarter  of 2000.  Gross
sales,  less discounts and  allowances,  resulted in an increase in net sales of
5.1% to $42,394,089,  compared to $40,343,346 reported last year. The percentage
increase in net sales was lower than the percentage  increase in gross sales due
to the effect of returns and commissions.

Cost of sales, as a percentage of gross sales, was 40.2% and 42.5% for the first
quarters of 2001 and 2000, respectively.  The decrease in the percentage in 2001
was primarily the result of the price increase.

Selling,  general  and  administrative  expenses  for the first  quarter of 2001
increased by $1,408,659 or 15.1% compared to the first quarter of 2000.  Part of
the  increase  can be  attributed  to the  compensation  expense  from  the 1999
conditional stock grant. The company also experienced  additional costs relative
to market  expansion and sales growth including  freight expenses  compounded by
fuel surcharges, and an increase in the provision for doubtful accounts relative
to the increase in accounts receivable.

Interest  expense  decreased  for the first  quarter  of 2001  versus  the first
quarter of 2000 as a result of decreased average interest rates as well as lower
average borrowing levels.

The  effective tax rate was 38.3% for the quarter ended March 31, 2001 and 35.4%
for the quarter ended March 25, 2000, which compares to a federal statutory rate
of 34%. The difference  between the effective rate and the statutory rate in the
first quarter of 2001 was the effect of state taxes. The difference  between the
effective  rate and the  statutory  rate in the  first  quarter  of 2000 was the
effect of state taxes  partially  offset by tax  benefits  arising  from passive
income.



                                     7 of 10
<PAGE>


Financial Condition
-------------------

The company has  consistently  demonstrated  the ability to generate  sufficient
cash  flow from  operations.  Bank  borrowings,  under  various  lines of credit
arrangements, are used to supplement cash flow from operations during periods of
cyclical shortages.

For the thirteen weeks ended March 31, 2001, net cash from operating  activities
decreased by $455,068 to $563,088 from  $1,018,156  for the same period in 2000.
The decrease in 2001 compared to 2000 was due to a number of factors.  There was
a decrease in accrued payroll in the first quarter of 2001 due to the payment in
2001 of  management  bonuses  accrued in 2000.  No such  bonuses were accrued at
year-end 1999, so there was no  corresponding  cash payment in the first quarter
of 2000.  In addition,  there were  increases  in  inventories  and  prepayments
relative to the  comparable  quarter  last year.  These  decreases  in cash from
operating  activities  were  partially  offset by an increase in accrued  income
taxes from a reduction in cash paid for income taxes.

Net cash used for investing  activities  for the thirteen  weeks ended March 31,
2001 decreased by $500,611  relative to the same period in 2000  principally due
to lower capital expenditures in the current year partially offset by a decrease
in proceeds from owner/operator loan payoffs.

Net cash from  financing  activities for the thirteen weeks ended March 31, 2001
decreased by $26,363  relative to the same thirteen  weeks in 2000. The proceeds
from the sale of common stock from the exercise of stock  options were offset by
a net decrease in short and long-term debt relative to the prior year.

For  the  remainder  of  2001  the  company  anticipates  that  cash  flow  from
operations,  along with the continued  availability of bank lines of credit, the
revolving  credit  agreement  and  other  long-term   financing,   will  provide
sufficient cash to meet operating and financing requirements.

Forward-Looking Statements
--------------------------

Certain   statements  in  this  filing  that  are  not   historical   facts  are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Forward-looking  statements  involve  risks and
uncertainties,  which could cause actual results to differ from those projected.
Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  or  implied by such  forward-looking  statements  include  changes in
general economic or business conditions,  the availability of capital upon terms
acceptable to the company,  the  availability  and prices of raw materials,  the
level of demand  for the  company's  products,  legal  proceedings  to which the
company is or may become a party,  the  actions of  competitors  and  customers,
changes in consumer tastes or eating habits, the success of plant  modernization
and business strategies  implemented by the company,  and the ability to develop
and market in a timely and efficient  manner new products  which are accepted by
consumers.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk
         ---------------------------------------------------------

         The company has certain floating rate debt notes.  Under current market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from owner operators whose rates adjust every three years, and,
therefore,  would partially  offset the  fluctuations in the company's  interest
rates on its notes  payable.  The company also has the right to sell these notes
receivable,  and could use these proceeds to liquidate a corresponding amount of
the debt notes payable.



                                     8 of 10
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION

Item 2.       Changes in Securities and Use of Proceeds
              -----------------------------------------
              During the quarter,  the company sold 86,846  shares of its common
              stock to various  officers and one former  director of the company
              pursuant to the exercise of outstanding stock options.  All shares
              were sold for cash and the  aggregate  price  paid for the  shares
              sold was  $999,768.50.  The options were originally  granted under
              the terms and  conditions  of the  company's  various stock option
              plans  and the  stock  option  awards  made  from  time to time to
              directors.  The original  stock option  awards and the  subsequent
              sale of common  stock by the company are exempt from  registration
              as  transactions  by the issuer not involving a public offering as
              provided  under  Section 4(2) of the  Securities  Act of 1933,  as
              amended, and the regulations and rulings thereunder.  All proceeds
              from  the  sale of the  common  stock  will be  used  for  general
              corporate purposes.


Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

     (a)      Reports on Form 8-K

              The company did not file a report on Form 8-K during the  thirteen
weeks ended March 31, 2001.














                                    9 of 10
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                              TASTY BAKING COMPANY
------------------------------------------------------------------------------
                                                    (Company)








  May 14, 2001                                 /S/ John M. Pettine
----------------------------             -------------------------------------
     (Date)                                      JOHN M. PETTINE
                                          EXECUTIVE VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER
                                          (PRINCIPAL FINANCIAL OFFICER)




  May 14, 2001                                /S/ Daniel J. Decina
----------------------------             -------------------------------------
     (Date)                                     DANIEL J. DECINA
                                           VICE PRESIDENT, FINANCE AND
                                            CHIEF ACCOUNTING OFFICER
                                         (PRINCIPAL ACCOUNTING OFFICER)





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